Plot Twist
by violet day
Summary: What if Farquaad didn't send the Fairytale Creatures to Shrek's swamp?
1. Plot Twists

A/n - i dont own any of this,, and sorry, if i keep mentioning this, but all my Shrek fanfics are based on the characters from Shrek the Musical,,, jsyk! Anyway,,,, enjoy!

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(**_Narrator's P.O.V_**)

Once upon a time, in the land of Duloc, there was a powerful lord, named Lord Farquaad. And all he wanted was the perfect kingdom, and just perfection.

And to achieve his level of perfection, he found the one thing that was polluting his kingdom; his land was full of Fairytale Creatures.

For example, there was a Shoemaker with Elves running around his store at night making shoes. So when Lord Farquaad found out about this, his guards managed to catch one, and have it arrested.

Then there was an issue with a 34 year old man who wore tights all the time, kept saying he won't ever grow up, and also kept rambling about his belief in fairies; there were no such thing. Considering all of those reasons, he was arrested as well.

Another incident dealt with a man, who held tea parties with an overactive hare, a mouse who sleeps in the tea pot, and a girl, who claims she fell down a rabbit hole; chasing a white rabbit, who always seems to be running late for something. Hence, the guards arrested the 'Mad Hatter', and will capture the 'White Rabbit'; once they catch up to him, that is.

And the guards have captured many more Fairytale Creatures that Lord Farquaad has forevermore labeled them as 'Freaks'.

So to punish them for being freaks, Lord Farquaad has sentenced the freaks to be sent to a swamp, where stories say, that a terrifying, hideous, and disgusting Ogre lurks there, just waiting for the kill.

Seeing as it was perfect, Lord Farquaad decided thats the perfect way to keep the freaks away from his soon to be amazing Kingdom.

However, the Lords' henchman, Thelonious, suggested that instead of having them all killed, and letting the people of Duloc be frightened of the Lord, why not let the creatures stay in the dungeons until Lord Farquaad became King, and he can make them all his slaves.

Upon agreeing that was a great idea, Lord Farquaad rallied his guards to make sure all the freaks were in line, and have them trapped in the dungeons until they are of use to him.

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(_**Narrator's P.O.V** (**CONTINUED**_)

And so, this is where our story begins, in the dark, cold dungeon of Lord Farquaad, where all the frightened Fairytale Creatures are stuck under lock and key, in each of their own cages all around the filthy floor. With only a few lanterns lit, and dusty windows open to help them see.

Also where they have started to talk to each other, and discuss how they feel about how they'll try and get through this horrible ordeal. All of them hoping that _this_, wouldn't be they're happy ending.

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(**_Normal P. O. V_**)

Suddenly an annoyed voice echoed through the dark dungeon, "The Narrator is right, I don't want this to be my happy ending. And hey! Narrator, you don't think we're freaks, do ya?".

"**_No, no, Papa Bear, I only say that because, well, thats how the stories go_**", answered the Narrator. To which Papa answered with a nod of his furry head as he watched worriedly, at his wife and his crying son in seperate cages.

"**_Well now, I must go Narrate another story. Goodbye my friends_**!", the Narrator said, and left. And they all murmured bye.

A few minutes later, someone burst out crying, which seemed to make the echoes grow louder. And everyone turned to see The Ugly Duckling crying her eyes out, and wiping her eyes with her, hands?

"Narrator w-was r-right!", Duckling sobbed. "I-I am a-a f-f-freak!", she wailed, as she continued to cry. Some felt bad for her, but others were just annoyed.

Pinocchio the Puppet, was one of the annoyed who spoke up, "Of course _you_ know how it feels. I mean, ya know, just look at you", he said.

That comment was answered by yells from everyone else about how rude that was and even more crying from Duckling. Pinocchio however, just rolled his eyes.

"Oh yeah, look who's talking!", exclaimed Tweedle Dum. "You're a wooden puppet who carries around a cricket with you. And who also thinks he's a real boy!", she said, which made some laugh. Pinocchio attempted to keep a straight face.

"But I am a real boy, who shouldn't even be here!", he yelled. But the next thing he knew, everyone laughed even more when they saw his nose grow a little. And Pinocchio blushed from embarrassment.

"And that happens, too", continued Tweedle Dum, pointing at the puppet's nose.

"Well, yeah sure, I'd rather be a puppet then be a wolf wearing a dress. Who does that?", he said honestly, making his nose grow back to normal.

"Hey, this is incredibly comfy!", Big Bad Wolf yelled back. Pinocchio once again, just rolled his eyes.

Upon seeing there needed to be some tension let go, Fairy Godmother started to speak up. "Now, now everyone, why are we fighting amongst each other? The one we really should be angry at is Farquaad", she said. And for once, everybody agreed.

"She's right", piped up Baby Bear. "But, I just want to go home, Mama", he whimpered. And held out his hand to Mama Bear through his cage. And when she held out her hand, they touched only a little bit.

Everyone was quiet and let the truth sink in that Godmother was right. This was all Farquaad's fault, and they just had to get out of this.

They weren't sure how yet, but they knew they just had to.

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A/n - end of chapter one! Read and review!


	2. Another Day

A/n - i dont own this,,,,, chapter 2 plz enjoy!

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Its been a day since all the Fairytale Creatures of Duloc have been trapped in Lord Farquaad's dungeon. And its been the worst time of their lives.

When the sun started to shine, everyone slowly started to wake up only to find that there was still little light in the creepy room.

And when they all fully woke up, they looked down to find a plate was placed in front of each of their cages. When Peter Pan picked up the food on his plate, he yelped and immediately threw it back on the ground.

"We can't eat this! Its just moldy bread!", he said. Most of the others picked it up, but the others just looked at it in disgust.

"Yeah, if he's gonna keep us here, he vight as vell give us veal food", said Sugar Plum Fairy.

She turned quiet like the rest of the others when they all heard a commotion coming from the hall; beeping and someone with a really annoying voice yelling at the top of their lungs.

"Oh my legs! My legs!", yelled the voice. Suddenly the door burst open, revealing a guard holding a struggling gingerbreadman with a little bit of his legs missing.

"In with the freaks, cookie boy!", yelled the guard. He then threw the cookie onto the floor very roughly. "Have a good one", he said sarcastically, laughed an evil laugh, and locked the door.

Once the cookie sat up from being thrown on the floor, he looked around at everyone and gave a nervous look.

"Oh no!", said the cookie, "I've landed in the nut house!". And he started to whine.

Just then, the White Rabbit, who was arrested over night, had suddenly sat up at the mention of food. "Nuts? Did, did he say nuts?!", said Rabbit, excitedly.

"Calm down, lucky rabbit foot, its just an expression", explained Wicked Witch, who was tapping her cage with her incredibly long fingernails.

Rabbit just looked ashamed and rubbed his furry stomach. "Sorry, I'm just so hungry!".

"We all are, Peter Cottontail", complained Wolf, while straightening out his granny dress.

"So, vat are you doing 'ere, little cookie man?", questioned one of the three little pigs, they all guessed Bricks was his name. And after the cookie gathered up his emotions, he started to talk.

"Well, they captured me to tell them where all the others of us were hiding, but I didn't tell him. So this is what he did to my legs", he said as he gestured to his broken legs.

The Elf sat down in her cage so she would almost be level with the cookie. "Aww, you poor little guy", she said calmly.

Immediately when she said this, Pinocchio found himself becoming jealous, but he didn't know why. All he was thinking about was how he did not like that this new guy was getting all her attention, and decided to insult him.

"Oh, boo hoo, Coco, walk it off", said Pinocchio. Only recieving dirty looks from everyone, including the elf, which made Pinocchio feel worse.

Then it was the cookie's turn to speak, "The names Gingy, you glorified piece of driftwood!", making some of them giggle.

"Here, Gingy, climb onto my vand", said Sugar, who stuck out her broken wand, (the guards broke it), let Gingy grab on, and pull him into her cage. She then sat down, placed him gently on her lap, put down her wand, pulled out a tube of frosting she always carried with her, and started to create new legs for him. "Ven I am vinished, you vill be good as new!", said Sugar, recieving a grateful smile from Gingy.

Without knowing what to say next, everyone else also just sat in their cages until something, no, anything else happened.

"All I know is, I'm still thinking about if the little guy brought chesnuts or not", said Rabbit, answered by chuckles from Gingy, Baby Bear, and Straw (another little pig).

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A/n - please read and review!


	3. Becoming Friends

A/n - i dont own this,,,, enjoy!

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When Rabbit looked at his watch, and it read 12:00 a.m, he rolled his eyes out of boredom, wishing more than anything that he could have a star to wish upon.

Peter however, was somewhat pacing around in his cage, it seemed he didn't like being in small spaces. "Uh! I can't take it in here!", he said, very frustrated as he looked at The Three Bears and Wolf. "You guys, can't you use your claws to jiggle open the locks?".

"What, you think we haven't tried?", asked Papa and turned to look at Mama.

"I broke a nail, in fact", she said as she held up one finger to reveal a broken nail. All their attention went to Gingy, who was cheering with Sugar about his new legs she made for him.

"Now, remember Gingy, zey are brand new, zo you have to be very careful!", said Sugar, pointing a strict finger at the cookie. Who was to busy dancing around with happiness to listen to her.

"I got it!", yelled Godmother suddenly, and everyone turned to look at her, "it took a day, but I fixed my wand, with the help of Witch of course!", she said as she smiled toward the gloomy Witch.

"Piece of cake, to bad our my magic can't get us out of here", said Witch.

And Godmother continued to talk, "Yes well, for now this will have to do!". She then started to move her wand slowly around, making sparks fly out. And the next thing all of them knew, they were all out of their cages, and the cages disappeared. This made everyone smile, and moaned because it felt good to walk around once again.

Baby Bear, walked over to Godmother, and tugged on her dress, making her look down at him. "Where did they go, miss?", asked Baby.

"Honestly, I'm not sure dear, lets just be happy we're out!", she said as she tickled him lightly, making the two of them giggle. Baby Bear then ran over to his parents and hugged them.

Just then, Rabbit hopped over to the door, reached his hand through the somewhat big peephole, felt for the lock, and could tell it was the kind of lock that needed a code. He turned to the rest and shook his head, "No dice guys", he said, making everyone groan even more. And as some of them sat back on the floor, the other half sat on wooden benches that were chained to the wall.

Even so, they all began to talk to each other, while waiting for something else to happen.

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As one o'clock rolled around, Pinocchio looked over at Duckling who was talking to Sticks about how she wished she could be in the water again. And the puppet began to feel guilty about what he said to her, and knew it was best to apologize. So as he went over and sat next to her, her and Sticks became quiet, yet they looked at him.

"Duckling, I, I just want to say sorry for saying you were Ugly. It was uncalled for, and I shouldn't have said it. I'm sorry", Pinocchio said seriously. As a shock to him, Duckling smiled which made him feel a little better.

"Well, your nose didnt grow, so you must be telling the truth", she said smartly. Pinocchio nodded his head, and the two of them, plus Sticks kept talking to each other, about maybe trying to get the lock open.

On the other side of the room, the Elf leaned on the wall next to Hatter and began to talk with him. "I like your hat", she said looked at his lavender colored hat, "its a beautiful color", she smiled up at him.

"Why thank you my dear, I started to think people hated it, but you changed my mind", he said nicely, smiling down at her, then bowed for her.

"Why do that?", asked the Elf, confused as to why he bowed.

"Its always how I greet ladies, its the polite thing to do", he informed her. She just laughed at his politeness. And in turn, she curtizied for him.

"That is nice", said the elf. Hatter then stood back up, and so did she. Then a thought came to her mind. "Do you have a name I could call you by?".

"Just call me Hatter, my dear".

"Okay, Hatter", she smile at him.

"And what should I call you?", Hatter asked her.

"Lee", she simply said, and held out her hand expecting him to shake it. But instead, he grabbed her hand and kissed it, making her blush. "Nice talking to you Lee, maybe if we get out of here, you can come to one of my tea parties sometime?", he asked her after he let go of her hand.

"That sounds great!", she replied. "And maybe you could come help me make shoes one of these days, ya know, when we get outta here", she said making both of them laugh.

"I'd love to", he answered her. "How bout we go get to know the others?"

"Sure", said Lee, and The two of them walked over to Sugar, Gingy, and Peter.

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A few minutes later, they heard the sound of the lock beeping and the door opened to reveal a guard.

When he walked into the room, he was shocked to see the Creatures out of their cages, with the cages gone. "What!? Where did the cages go?!, asked the guard rather loudly. Everyone was hesitant, in fear of what he might do to them.

And when Witch looked at Godmother from the corner of her eye, she stepped forward and began to speak. "Well, you see, the truth is, sir-", she once again looked at Godmother.

"What? Spit it out?!", yelled the guard.

And Witch continued, "The truth is, it was a ghost", and she could hear everyone give a sigh of relief, and they joined in, so Gingy spoke up.

"Its true!", he said nervously.

"Yeah! It looked like a ghost from Ghostbusters!", exclaimed Tweedle.

"It was big and scary!", said Baby, who was once again pulled back behind his Papa.

Pinocchio was the next to speak, "Yep, we're telling the-", he was suddenly stopped when Duckling, who remembered his nose grew when he lied, quickly covered his mouth with her hands.

"Sorry, a spider was about to go in his mouth", she lied, then let go when Pinocchio realized what she'd done for him, and gave her a look that said 'thank you'. And she returned with a look that said 'no problem'. Then the two faced the guard again, who looked like he forced himself to remain calm.

"No matter, you freaks still can't leave, so this will have to do", he said evilly.

"And you're here because?", asked an irritated Wolf.

"Ah yes", said the guard, "Lord Farquaad still needs information, so I'll need to take one of you up with me to speak with him".

That made everyone suddenly scared, for none of them had actually ever seen Farquaad before. What if he was as mean and ruthless as the stories said he was. With those thoughts in their minds, everyone seemed to be huddling together for safety, almost.

After a few seconds of deciding, the guard gave them all a devilish smile, pointed to one of them, and stepped forward. "You, come with me".

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a/n - end of chapter 3,,,,,,, please read and review!


	4. A Plan

A\n - I don't own this,,,,,,,,,, enjoy!

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Right when the Guard pointed his finger at Sugar, Gingy started to say opposite, and jumped down from her arms and in front of her to protect her. Although, it wouldn't have been very effective, seeing he was the size of a candy cane. "If you want her, you'll have to go through me, buddy boy", said Gingy, in a threatening tone. This just made the guard laugh a little.

"That won't be very hard marshmallow boy", he said. But as soon as he pushed Gingy aside, and grabbed Sugar's wrist, Gingy jumped up on his head, and started to bang his tiny hands on his helmet. When his banging showed no affect, Mama Bear quickly grabbed the still struggling Gingy, and restrained him in her arms. But when the guard made another attempt to leave, Hatter suddenly separated the guards grasp from Sugar's wrist, and stood in front of her; And when Sugar saw him do this, she immediately got a look on her face that said she found the love of her life, maybe she had.

"I'm sorry sir, but I am not allowing you to take the lady. If you want to take her, you'll have to take all of us", said Hatter, very bravely. This made everyone agree all at once, yelling at the guard that Hatter was right. But they all became silent as soon as the guard pulled out his sword, and pointed it at Hatter's neck.

"Now", began the guard, "If anyone else objects to anything, this freak, gets whats coming to him", he said. Suddenly Pinocchio stepped forward in front of the guard.

"I'll go with you", said Pinocchio.

"Alright, lets go, Puppet", the guard smiled, then lowered his sword from Hatter, pushed Pinocchio in front of him, grabbed him by his collar, dragged him out the door, shut it, and locked it. Once they were gone, Lee went over to the peep hole, and saw where they were going.

"What do ya see, Lee?", asked Godmother. While the others watched Hatter and Sugar suddenly give each other a kiss, and listened as they heard Sugar tell Hatter thank you for saving her life.

"They went up the stairs, I can't see anything anymore", she then turned around, slid down the door, and sat on the floor.

"You know, I'm still not sure we can trust him, guys", said Peter while crossing his arms.

Baby gave him a curious look, "Why do you think that, Pete?".

"Think about it, guys, he didn't exactly seem too excited about being here with us the most", Peter paused, so that they could think about it, then kept going, "I bet you right now, he's making a run for it, and leaving us here to be slaves for the rest of our lives". Duckling, convinced Pinocchio wouldn't do that, walked next to Peter and gave him a disapproving look.

"He wouldn't do that, he's a nice guy. Why would he get us to trust him, then just leave us here. It doesn't make sense.", she said. Peter turned to face her, with his arms still crossed.

"I don't know, but I'm not expecting him to bring help anytime soon, if he does get away", he said. Duckling just shook her head.

"Well, I don't think he'll do it, you'll see", she said with a lot of confidence. And confidence was something she never usually had, and yet, she had a strong feeling about this.

"Or not", said Peter. He then walked away from her to stand next to Witch.

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An hour later, Baby Bear and Rabbit were playing patty cake, The Pigs, Tweedle, and Peter were drawing on the wall with rocks, while the others discussed what was happening to Pinocchio upstairs.

They were answered when they once again heard the beeping of the lock, saw the door open, and watched as the guard shoved Pinocchio a little too hard in, making him fall to the floor. The guard, without saying a word, closed the door, locked it, and left. Lee and Duckling then went over to Pinocchio, grabbed both of his arms and pulled him up.

"Are you okay?", asked Lee, looking relaxed as soon as the two of them got the puppet to his feet.

"Yeah, I'm fine, thanks Lee, thanks Duckling", he said.

"You, you know my name?", asked Lee, smiling like an idiot.

"Of course I do", he said as he smiled at her. The two were interrupted when Duckling grabbed Pinocchio in a tight hug, which he returned.

"Pinocchio, I knew you'd come back!", she said, while giving an 'I told you so' look at Peter, who just shrugged his shoulders and rolled his eyes. Feeling satisfied, Duckling turned her attention back to the puppet.

"Yeah, and guess what guys", he said as soon as she let go of him. "I've seen Farquaad, and he's the size of a dwarf". That made everyone laugh out loud.

"Seriously?!", laughed Straw.

"And here we thought he was a tall man with gorgeous hair", cackled Wolf. After everybody got over that fact, they had to ask him what happened.

"What did he ask you Pinocchio?", asked Gingy.

"Same thing he talked to you about. He wanted to know where other Fairytale Creatures were. But since I told the truth that I didn't know, my nose didn't grow".

"That's good, but we're still stuck here", said Peter.

"Not necessarily", said Pinocchio, in a sly voice, none of them ever heard him use before.

"What do ya mean, Pinocc?", asked Papa.

"We're getting out of here. I wanted to go because I figured I could see the code to unlock the door. It's 8539", answered Pinocchio. This made everyone smile with happiness.

"Great! Can we go now?", asked Baby.

"Not yet kid, I have a plan. So, I found out that the guards are off duty at 10:00 o'clock, and Farquaad goes to sleep at 9:00 o'clock. So our best bet is to unlock the door at midnight, that way we know everyone is asleep, sneak out of here, and then we're scott free". Everyone agreed that was a good idea, and began talking about everything so it would go perfectly.

Peter then walked up to Pinocchio, put a hand on the puppets shoulder, and smiled up at him.

"I never doubted you for a minute", said Peter, but as soon as he said this, he was grabbed by his ear by Tweedle who dragged him away from Pinocchio.

"Oh, give me a break!", said an exasperated Tweedle.

Rabbit suddenly spoke up, "Oh, hold on everyone, question, question", he asked. And everyone's attention was on him.

"What is it, bud?", asked Pinocchio.

"Who's Scott? Is he gonna help us get out?", asked Rabbit, that only made everyone giggle, once again. Rabbit, looking confused, asked, "What?".

"Its an expression, Rabbit Foot", cackled Witch. Realizing this, Rabbit chuckled to himself.

"Oh, sorry, not used to those". Witch then walked over to him, put her elbow on his shoulder, and leaned on him.

"I guess you're lucky I'm here to help you out", smiled Witch, recieving a smile from her furry friend.

A few minutes later, they spent all the rest of the time sorting out the plan. Hoping it just might work. It had to work.

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A\n - end of ch. 4,,,,,,,,,, read and review!


	5. Most Important Thing

A/ n - I dont own this,,,,,,, yeah, i was planning on putting their escape i this chapter, but then just decided to make this a filler chapter,,

the next one will be their escape,,,,,, anyway,,,,, enjoy!

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As everyone was getting ready to escape, they began having doubts and seemed to want to spend more time together incase they didn't get out of there, but they knew they had to try. And they just wanted to feel comfort in each other.

Hatter, Gingy, and Sugar were sitting close together; Godmother was hugging Baby Bear a little too tight for his taste, but he still allowed her to hug him as he watched his parents and Sticks, Straw, and Bricks talking to each other. While taking a new liking to each other, Witch and Peter were next to each other holding hands, and smiling, as Peter whispered in Witch's ear. And when Duckling started talking to Rabbit, she finally found someone who made her feel beautiful.

As Pinocchio was watching everyone and thought about how much they all bonded, he only just then noticed Lee sitting by herself, (only to check on the shoes in her bag), and felt the sudden urge to go be with her. When he finally mustered up the courage, he stood up, and went to sit next to her. As he sat down he saw Lee smile up at him, and also stiffen up a little.

Pinocchio got nervous as he felt the sides of their legs briefly touch. Even so, he sat next to her and found he liked just being with her.

"You ready for this Lee?", asked Pinocchio.

"Yeah, just a little scared is all. I know how dumb that sounds", she answered and Pinocchio shook his head.

"No, I understand, we're all scared, who wouldn't be, right?", he asked.

"I guess", said Lee. She looked down at her feet and began to sniff. When Pinocchio heard this, he got concerned, and gently touched her shoulder.

"What's wrong Lee?", he asked, and got more concerned when he watched as she looked up at him with tears in her eyes.

"Its just, what if we don't get out of here, Pinocchio. What if Farquaad catches us and keeps us in here forever or worse?", she sobbed. Feeling brave, Pinocchio put both of his hands on her shoulders and made her face him.

"Lee", he began in a strong, yet calm tone, "I'd _never_ let anyone or anything hurt you. Not you or anyone of these guys", said Pinocchio as he looked around at everybody. "You've all shown me that friendship and looking out for each other is the most important thing than just taking care of yourself. And for that, I'll always be thankful". He smiled at her as she smiled back.

"I guess being locked in here brought one good thing out of this, meeting all these guys, and-", she started but got nervous and looked down at her hands.

"And what?", whispered Pinocchio. She looked up at him and gave a side smile.

"And meeting you, most of all", she whispered back.

"Same here", he said. When she said this, Pinocchio was feeling something he had never felt for anyone before. He only read about this in stories, but he never truly experienced it, until now that is, nor had Lee. They were in love.

The two of them kept looking at each other, not sure what to say or do. They then slowly started to move closer together, tilted their heads, closed their eyes, and waited for the one thing they had waited their whole lives to do. But as soon as their lips were about to touch, it never happened.

Instead Rabbit came over, tapped Pinocchio on the shoulder, (obviously unaware of what he interrupted), and as soon as Pinocchio let go of Lee, and looked at him, he showed Pinocchio his watch and got excited.

"Its 11:57! Almost time!", said Rabbit as he hopped happily in place. Pinocchio, suddenly realizing it himself, looked at Lee, giving her a look that said 'sorry', (for not getting to kiss, that is), and she gave him a look that said 'later'. And as the puppet and elf held hands and stood up, Pinocchio looked at everyone and felt confident.

"Okay guys, we can do this right?", he asked, and was answered by chatter of enthusiastic yes'. "Alright", he said. Then looked at Lee, and after squeezing her hand, he let go, walked over to the door, and stuck his arm through the peephole.

It took three tries to get the right numbers, but on his fourth try, they heard three beeps, and got excited when Pinocchio pushed the door and it opened.

They were free.

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a/n - read and review!


	6. AUTHORS ANNOUNCEMENT

Hi guys! And Im really sorry that i havent posted in a while, but my life isnt the best right now, and i have to focus on other things,,

so for the time being, I have to put this on hold, and wont be able to update this or put any other stories up.

And i know what you all are thinking, 'if you have the time to post this, then you have time to post a chapter', except i havent finished it yet, and just want to post this to let you all know,,,

and sorry for my bad grammar,,


	7. The Escape

A/n - Hi guys I'm back! sorry ive been gone a while, but I realized that just because its not fair, I'm not going to let life get the better of me. I'm gonna take it with a smile and do my best, whatever life throws at me, I'll be ready.

Anyway, enough about me, on to the story!

And I Know this isn't the Witch from the Wizard of Oz, so just go with it!

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When Pinocchio slowly pushed the door all the way open, everybody gave quiet gasps of pure delight.

The wooden boy, once again, faced them and began to talk. "Okay guys, I'll lead the way. But you all go out first, that way I know you're all out", he said. They nodded their heads and they then walked by the puppet who was counting each of them; that way he could do roll call once they made it outside.

And as soon as Pinocchio saw Lee walking behind Papa Bear, he pulled her out of line, then without saying a single word, he gathered up all the courage he could and pulled her close to him and kissed her right on her lips. After the kiss, they both smiled at each other, and not wanting to ruin the moment by talking, they kissed once more.

Hand in hand, Pinocchio had seen everybody out of the cellar, and led Lee to the front of the group, and began to silently walk in the hall, and up the stairs.

He took one more look at everyone and saw who was who in line. Behind Pinocchio was Lee, then Wolf, then Godmother, then Peter who held Witch by the hand.

Trailing after Witch were The Three Pigs, (holding onto each others tails), followed by Hatter holding onto Sugar, and Gingy, who was sitting comfortably on Sugar's shoulder. Then along came Duckling with Papa Bear, Mama, Rabbit, Tweedle, and last but not least Baby Bear, making him the caboose of this 'freak train'.

Pinocchio led them up the stairs, motioned for them to stop so he could look in the hallway. He looked left, right, and seeing nobody there, he remembered that the guard took him left to get to the throne room. And as soon as he started to tiptoe down the hall to the left, everyone slowly followed.

They were wasting time though, for Godmother, Wolf, and Sugar kept wanting to feel how soft the carpets were and whispered that it was the most soothing they had ever felt in their lives. But Tweedle, Witch, and Hatter told the three of them to knock it off and focus.

After the delay, the gang made it to the end of the hall that had an extra hall at the end that also led to another hallway. And looking both left and right, Pinocchio seemed to be thinking which way to go.

"So, which way, Pinocc?", asked Rabbit, quietly. Without looking at everyone, Pinocchio just kept looking left and right, giving Wolf one last chance to feel the soft, red carpet, only to be pulled up by Lee.

"Um", started Pinocchio, "Its this way", he said pointing to the right. But suddenly his nose started to grow, making everyone groan. "I mean, that way", he pointed to the left, but once again his nose grew, and he turned to the gang. "Okay, honestly I forget", he whispered, "my nose grows when I lie, and when I'm not sure, it turns out that I'm lying, I suppose", he said sounding very ashamed.

"Oh, for Pete's sake!", said Gingy, making Peter look offended as he looked and the cookie.

"What did I do?", asked Peter.

"Its an expression", said Witch.

"Its not an expression if my names' in it", argued Peter.

"Do you really want to talk about this, Sunny Boy?", exclaimed Witch.

"Maybe I would", said Peter, but their continued bickering was only ignored as Gingy jumped off of Sugar's shoulder, and moved forward, that way he was jumping on their heads to get on Pinocchio's shoulder. When he finally did, he let out a little squeal of pain.

"Oops, sorry, Gingy, but you know, splinters", apologized Pinocchio. Gingy just rolled his eyes and looked left and right.

"We need to go right, and there should be another stair case that leads to the throne room", said Gingy. Without giving it another thought, Pinocchio led them all to the right, and there was indeed a staircase to which they all climbed to a big ball room that had colorful windows, with a huge ceiling, and walls lined with portraits of former kings and queens that ruled Duloc, long before Farquaad.

And at the front of the room, everyone could see not really a throne, but almost what looked like a kiddie chair, that was small enough for Farquaad to sit in.

Even though they all knew they had to leave, they couldn't help but stare in amazement at how beautiful and big this room was. So they all got out of their straight line, and slowly walked around the room looking at everything, but kept their talking at a low level. Sticks kept staring at the huge ceiling with his brothers, then looked at the floor.

"Da, dis could make a nice place to store me sticks", said Sticks, to which his brothers agreed.

"Da", said Bricks and Straw.

"This room could help me with my living space", said Lee. "I could always use more room to make shoes", she said then looked up at Pinocchio who walked next to her and smiled at her.

"I'd love to help you with that someday", he said lovingly, as she returned a smile, and the two of them once again held hands.

And as Tweedle was looking up at the paintings, she suddenly bumped into what looked like a wheel with chains around it. So when she looked at the chain, she noticed it went up. She followed the trail that went up into the air, and found the end was rested on the castle door. And figured that was the way out.

"I found it guys!", even though she whispered it, it was still loud enough to echo throughout the room, making everyone go over to her.

"Okay, I got this", said Papa, "Wolfie, Piggies, help me", he said, as the four of them walked over, the five of them started to turn the wheel so that it was turning towards the door.

A few minutes later, they slowly, but not so quietly finally got the door open, to the point where the door touched the ground so they could see the sun that had risen and they could see the sky, the trees, and feel the gust of summer air that seemed to fill the room. They all started to cheer (not caring that they couldn't be quiet anymore), at the top of their lungs, and began to give each other numerous hugs, and yelling how happy they all were.

This was interrupted however, as soon as they heard the clank of armor and turned around to see guards looking at them, swords in hand, and giving them all dirty looks.

"There they are!", yelled a guard, causing the rest of the guards to charge after the creatures.

As everyone was running out of the door, Godmother, Witch and Sugar gave each other looks and stopped to face the guards. They had magic on their hands, and were going to use it. But not before Rabbit had tripped over his feet, and became afraid that a guard would grab him, so he remained on the floor. This however, was noticed by Wolf, Hatter, and Peter, who all ran over to Rabbit and helped him up, then kept running.

"Thanks guys!", yelled Rabbit as he hopped onto the grass.

"Don't mention it, Twitchy!", replied Wolf, as he too ran onto the grass.

Godmother then created two or three cages that trapped some guards, while Witch started to conjure a spell that made the guards trip over themselves, giving everyone else time to leave though the door and out to freedom. With the help of Sugar's red vines, she threw from her wand, they helped support Witchs' spell.

After a few minutes, Witch, Godmother, and Sugar under the impression everyone was out, ran out to see their friends waiting for them. Just as soon as the witch, and the two fairies were met by their friends, they all joined in a group hug, and went on to enjoy themselves, and found that they were just far away enough to watch the remaining guards look at them with hatred and tired looks. So even if they tried to chase them again, they could all easily run in separate directions, and meet up later.

But no matter, they were free! And as soon as they were far away enough from the castle, half of them rolled around on the ground, enjoying the feel of grass, and the others just stood taking in everything, from the feel of the sun, to the blue sky. It all seemed just so beautiful. It didn't even feel that long for the sun to come up, it only felt like they escaped in a few minutes, but it took them five hours just to be quiet enough to get out, and have them turn the wheel to open the door.

And as soon as Pinocchio was doing a roll call, he knew something was wrong, and recounted. "Gingy... Bricks... Mama... Sugar... That's only 17. Guys, ONE OF US IS MISSING!", he yelled. And as everyone began to check who, they heard a familiar voice coming from the entrance to the castle, and turned only to see Baby Bear being held by one of Farqaads' guards. "Let me go!", yelled Baby Bear, who was struggling, but stopped as soon as the guard held his sword up the his throat.

Just then, Farquaad walked next to them looking victorious, and for most of the creatures, this was the first time any of them had seen him. Even though he was tiny, he was still menacing.

As soon as Mama Bear started running forward, Papa and Wolf held the crying Mama back. They knew if they tried anything, then it wouldn't turn out so well for Baby. Seeing he had their attention, Farquaad spoke up.

"So now you see you freaks, you can't win. How about this, I will gve you an hour to make your decision to return-", he then walked over to Baby Bear and pinced his ear, causing the young bear to wince in pain; and also causing his Papa to growl in anger, "and if not, well, lets just say, things won't end well for this one", Farquaad said, turned around and looked over his shoulder directly at Pinocchio, who he had known was the leader of this rebellion. "One hour", was the last thing he said, then motioned to the one guard called Thelonious to close the gates.

The same time he did so, And as the gate was being cranked up, Pinocchio, Papa, Wolf, Rabbit, and Peter started to run towards the castle, but as soon as they reached it, Thelonious had closed the gate fully, making Papa pound on it and once again growl in anger. It took all the guys including Gingy to pull Papa back and calm him down.

"Looks like we're in a pickle", said Hatter.

"We're not in a pickle. Those are too small to fit inside", said Witch, looking confused at Hatter.

"Its an expression", said Rabbit, only to be met with Witch sticking her tongue out at him.

"I'm going in there", said Papa suddenly. But everyone gave looks to each other that seemed to say 'not a good idea'. "What is it?", asked Papa. Lee, who seemed to be scared to approach the angry bear, slowly walked up to him.

"Well, its just, you would only be putting him in more danger, don't you think?", she said. This made Papa think and nod as if saying she were right.

"_Someone_ has to go get him", said Papa. And after a few minutes of silence, Pinocchio spoke up.

"I'll get him back", said Pinocchio. "I won't look as threatening", and as he gave an honest nod to the two bears, Papa gave him a small nod in return. Then as the wooden boy looked around at everybody, they all gave hesitant nods, giving the puppet the confidence to start walking toward the castle. But then he saw Duckling suddenly take a step forward, and stand in a stance that said she too, wanted to help, and spoke up.

"Pinocchio, I'm coming with you", she said with a determined tone and face. Looking directly at the puppet, waiting for his reaction. And she didn't even faulter when he started to shake his head no.

"No, Duckling its too dangerous", said Pinocchio, who was shocked to find Duckling also shaking her head.

"You know, all my life, I've been alone. Never had any friends. I've never felt like a part of something. And now I finally found it. I've found a family. And that Baby Bear in there, needs me, too", she said. But Pinocchio was still against it. "Okay, look", said Duckling as she started to look around at everyone. "You guys all have had someone there with you. Peter, you have your Lost Boys. Lee, you have your brothers, and the Shoemaker and his wife. Hatter, you have Rabbit and Tweedle. Sugar, you always had your fellow Sugar Plum Fairies. Wolf, you have Red Riding Hood, and her grandmother. Godmother, you helped Cinderella, a _princess_ for that fact! Gingy you had the Gingerbread Man. You Piggies have each other. Witch, you with your Winkies, and Flying Monkeys", said Duckling.

"Yeah how did you get your skin to stop being green?", asked Tweedle.

"Oh, I used this moisturizer. But not important right now, Tweed", replied Witch. And Duckling continued to talk.

You all had someone with you no matter what. But me? I had _nobody_", she confessed as she finally looked at Pinocchio, and walked up to him. "And you, you always had Jiminy, Gepetto, and the Blue Fairy there with you, right? Please Pinocchio, I want to know what it feels like to have someone who needs me for a change, instead of me needing them. Will you give me that chance? Please?", begged Duckling. And when Pinocchio gave her a wise smile, and put one hand on her shoulder, she knew she got her answer.

"You got it, Duckling, lets go", he said and was shocked a little as she gave him yet another hug. Then Gingy spoke up.

"We're all coming with you", he said. But Pinocchio shook his head, he couldn't risk all of them going with and getting captured again, right?

"No, guys. I can't let you go. I made a promise that I'd never let anything or anyone hurt you", he said as he glanced at Lee. "And I'm gonna keep it". He was then greeted by Lee, who ran up to him, threw her arms around his neck, and kissed him.

"Be safe", she whispered to him with a hint of worry in her voice. He responded by kissing her again. After the kiss, he looked at her and held her face with his one hand gently, as his other hand was around her waist, holding her close to him.

"You too. I love you", he said, making her smile.

"I love you, too", Lee responded, and after giving each other one more kiss, and a long hug, they slowly let go of each other, and Pinocchio watched her as she walked over to Godmother who comforted her. Pinocchio then looked at Peter who walked up next to him.

"Pinocchio, at least let me go too. I didn't trust you like everyone else does", said Peter, as he too, looked at Duckling giving him a smirk. "And I want to make it up to you". Pinocchio seemed to be thinking about it, and came to a conclusion.

"Okay, you two can come with", the puppet then looked at Papa and Mama. "We'll get your son back, that's a promise", he said as the bears tearfully smiled at him. He then turned to Peter and Duckling as the three of them walked up the huge doors, hesitated, but Peter finally knocked on the doors to let them in.

They weren't going to leave one of their own behind.


End file.
